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The movie was filmed in the actual abandoned Chippewa Lake amusement park. At the start of principal photography, the park has been abandoned 30 years.
All of the people seen walking by the ferris wheel at the end of the movie were local residents of Chippewa and the surrounding towns. Hundreds of people showed up to be in the scene, where shooting was delayed for a few hours due to rain. When the rain stopped, everyone came back.
The stories about the various rides in the park and the Carny's car are all based on real urban legends surrounding Chippewa Lake Park.
The Carny is played by character actor Joe Unger. His father in real life, was a Carny, and may have actually worked in Chippewa Lake Park when it was open.
The movie was first seen by the public in rough cut form on March 12th 2010 at the Monster-Mania convention in Cherry Hill, New Jersey.